Standing By Your Side
by robinashley
Summary: Giles tries to determine his place in Buffy's life, while Willow comes to him for help figuring out her own. The three of them find that sometimes, all you need is a friend who cares...
1. Chapter 1

"So...are you gonna see Angel tonight?" Willow followed Buffy down the hallway, stopping in front of the library. 

"I don't know. Things have been kind of off with us lately."

"What do you mean?"

"I don't know, he's just never around, ya know?"

"Yeah. I mean, I think I do."

"I need someone stable. Someone smart and loyal. Someone that will make me their number one priority all the time, ya know?"

Before Willow could open her mouth to respond Giles popped out of the library. "Ah, Buffy. Very good. I was just coming after you."

Willow giggled a little bit and raised her eyebrows at Buffy, who stared blankly at her for a moment before her eyes went wide.

"Ew, Will!"

"Stable...number one priority..."

"Ew. Ewewew."

Giles looked from girl to girl, but ultimately decided that he didn't want to know. "Come, we really shouldn't discuss matters in the hallway."

He led Willow by the elbow as Buffy skipped ahead of them, slinging her rhinestone studded book bag across the counter as she had done so many times before. Willow slipped into Giles's office for some tea before joining Giles and Buffy in the library. By the time Willow came out of the office with supplies Giles and Buffy had already managed to start arguing, which they had been doing more and more lately, usually about Buffy's priorities, or lack thereof.

Willow had gotten the brunt of most of it. Buffy ran straight to Willow to complain about Giles after every argument and Giles had a tendency of wrongly assuming that Willow could talk some sense into Buffy. Either way, Willow just wanted out of it, and was really hoping that this time they were talking about a demon.

"I don't see the big, Giles."

"Buffy, really, I would think that this would matter to you a little more than it seems to." K, so a demon was seeming unlikely, but it never hurt to try.

Willow tossed Buffy a Coke, the kind Giles kept around for her, and slid Giles some tea across the table Buffy was swinging her legs from.

"Is something going on? Do we need to mount up? Cause I could definitely go all research girl right now." Willow didn't want to burden anyone with anymore problems than they already had, but she'd been feeling especially down lately...she even got a B+ on her Chem. final...a B+! She was craving some take-your-mind-of-your-own-problems-because-the-world-could-be-ending goodness.

"I wish." Buffy rolled her eyes as Giles shot her a look.

"Buffy has a History exam tomorrow, an exam, may I remind you, that you must ace if you wish to pass the class."

"Oh, come on, Giles! I'm on slayer duty 24.7, when do I have time to study or go to class?"

Willow bit her tongue remembering the three days last week Buffy skipped to go see Angel.

"Oh, I don't know, Buffy." Giles was using his I-know-something-you-think-I-don't tone of voice, and Buffy and Will couldn't help but smile at each other. "Perhaps the three times you opted not to go to class last week when, I believe...oh, yes, you were with a certain tall, brooding gentleman. I believe he goes by Angel these days."

"Willow!" Buffy shot her an accusatory glance.

"I...I didn't! I swear!" Giles smiled sweetly at the girl before remembering to be angry at Buffy.

"I can assure you that Willow needn't tell me anything about your social life, I have my ways."

"Okay, one...creepy. Two...I hate history!"

"And I hate that we're still having this conversation, and yet..." Giles shoved an American History I book at Buffy before pointing at the door. "Class. Now."

"Fine, _**Dad**_."

"I can assure you that were I your father there would be much greater consequences...!"

Buffy rolled her eyes one last time before breezing through the doors, causing Giles to sigh and look to the ceiling. "This wasn't in the job description..."

"Sorry, Giles. I know that normally I kind of stay on top of Buff about the schooly goodness, I've just been...you know, with my own stuff."

Giles immediately softened at Willow's sweetness and turned around.

"I understand, Willow. Besides, it isn't as if it's your responsibility to keep up with Buffy." He refilled her coffee mug with tea.

"But, it---it is, kind of. I mean, you're on top of the books and Buffy's got the slaying down...Xander keeps her grounded, you know, with the fun, but I'm in charge of making sure she doesn't flunk out of school. I've been kind of slacking with the responsibility lately."

"Willow, are you alright?"

She sighed and tried to perk up. "Sure. I'm fine. Just kind of dragging today."

Giles didn't believe for a millisecond that Willow was "fine", but there wasn't much he could do. "Alright then. I was about to get some lunch...would you like..."

Interrupting, "No, I've gotta get to Chem. But thanks."

"Of course." He watched her leave the library, certain something was bothering her. Something had her down, and that was little less than disconcerting where Willow was concerned. Xander, no doubt, had inadvertently hurt her feelings. He had never seen a girl mope about so for an adolescent boy. All the same, she'd be fine. Besides, he had a bad feeling he would be seeing her tonight at the Bronze...


	2. Chapter 2

The music was so loud at the Bronze that Willow had to shout to get Buffy's attention when she walked in. "Hey, Buff. Sunnydale all vamp free?"

"Please, Will, the Buffster was on patrol. I bet she dusted ten, maybe twenty on her way over, right?" Xander smiled eagerly, if not sarcastically.

"Vamps. Yeah. Right." Buffy looked around the room, not paying any attention to Willow and Xander.

"Uh, Buff...whatcha looking for?"

Buffy sighed and rolled her eyes, returning her attention to her friends. "Giles called a couple of hours ago and told me to take the night off to study. But the way he's been on my case lately..."

"Yeah, what's with the Nurse Ratchett anyway?"

Willow shot Xander a confused look. "You know that analogy doesn't really work in this situation, right?"

Xander shrugged. "I work with what I have, Will, what I have...anyway..." He turned back to Buffy.

"I don't know! He's been on me about everything! When I see Angel, when I study, what kind of food I had for dinner..."

Willow and Xander tried to hold back a laugh.

"Dinner? Really?" Willow was feeling better already. Being out of the house, with the gang, just hanging. It was good for her to relax.

"Okay, so maybe not that far, but I do have a mom. In fact, I even have a dad. Somewhere."

"Maybe you should just tell him to take it easy for a while." Willow shrugged.

"Yeah, sit him down. Say, 'Listen, G-Man, I am a strong, capable, and oh, don't let me leave out strikingly beautiful woman," Buffy rolled her eyes before he continued. "and I will see who I want and do what I want, when I want and if you don't like it you can just take your books and creepy weapons and..."

The clearing of a certain British throat and stifled laughter from Willow pulled Xander out of his ranting.

"I have to go away now." And without even turning around Xander was gone, leaving Giles his seat.

"You know, I've always been fascinated."

Buffy bit her lip and waited for it. "You have?"

"Yes, I have. It's just amazing to me that what appears to be dancing, and I use that term incredibly loosely, and socializing with friends to some people, is actually studying for enormous history exams."

"I can study when I get home."

"200 years worth of history cannot be learned in 20 minutes while you change into your nightclothes, Buffy."

"I'm a fast reader. And who takes twenty minutes to change into their nightclothes? Besides, don't you have some grown-up stuff to do? I thought you had a date."

"I do. Jenny went to get a cup of coffee while I came to talk to you. Buffy, I thought we had an understanding."

"God, Giles, I have to have some fun every once in a while."

"Yes. I would thoroughly and readily agree with that statement. However, lately all you seem to want to do is have fun. You're slaying is lacking, to say the least, you're grades are horrendous, and...Willow, would you mind giving us a moment alone?"

"Oh, uh...sure." And with that Willow was off to find Xander, whom she thought she saw at the bar with Ms. Calendar.

"Okay, now that you've gotten rid of my friends, feel free to continue lecturing me on things that you don't understand."

"Buffy," He leaned into her, whispering to emphasize his point. "I understand that slaying isn't what you saw yourself doing for the rest of your life, but you've got to start exhibiting some type of responsibility."

"Are you kidding me with this, Giles? I have more responsibility than most forty year olds!"

He leaned in closer so that he could be heard without having to shout. "Most forty year olds don't hold the fate of the world on their shoulders, Buffy."

"Yeah? Well most forty year olds are lucky. I'll patrol tonight if you really want me to. But my school stuff? That's my own business. And as for who I see and when I see them, well, I already have a dad. But thanks. So you keep sticking your nose in a book whenever trouble comes around and stop sticking it where it doesn't belong." And with that Buffy threw a five on the table to cover her drink and left.

Seeing Buffy leave, Willow thought it was probably safe to venture back to the table. "Hey, Giles."

"Oh, Willow, hello."

"Buffy leave?"

"Yes. It would seem that she did." Seeing Jenny approaching with Xander he continued. "I believe I'll follow suit."

Jenny took his arm and smiled at the kids in front of her. "You two stay out of trouble. If he's lucky tonight will be a late night," she winked at Rupert, who was 15 shades of red by now, and turned back to Willow, "and I need someone to cover for me, k?"

"I think I can do that. You two just go do what you two do..."

After a few seconds of realization had set in Xander, Willow, and Giles were all thoroughly disturbed at the image Willow's last statement conjured, and Jenny began to lead him-willingly-to the door. "Cool. I'll see you guys tomorrow."

"See ya, Ms. C. G-Man.." Xander sat down next to Willow.

"Goodnight."

Willow smiled as Giles walked away. She was glad that he was with Jenny. He deserved some happy. His whole life for the entire time she'd known him had been Buffy-all their lives had been Buffy-and she knew that it sometimes got him down. It was nice to seem him do normal-guy things like go to football games or spend a night out. Or spend a night in. Willow would never admit it, but she had the tiniest crush on Giles. Okay, so it wasn't so tiny. But when he had first come to Sunnydale he was the only person who understood what it was like to actually enjoy learning. He was sophisticated and smart, and that accent...

"Hey, Will. What's with the smiley ness?"

Xander popped down next to her and she realized that she had, indeed, been smiling. It was a natural reaction when thinking of Giles.

"Hmm...nothing. I just...nothing."

"Ok...ay..." He pulled her coffee away from her. "Cuttin' off the caffeine now."

She swatted his arm and he mimed pain before asking, "You ready to go?"

"Oh," she glanced at her watch and realized that it was kinda late. "Yeah. I have to go home and study anyway."

"The Willmeister, study? Pish."

"You know, I do occasionally not know something."

"Riiight, Will. You were doing calculus while the rest of us were still counting colored beads."

She smiled and tried to hide the look in her eyes that showed just how worried she was about her rapidly dropping Chem grade. 


	3. Chapter 3

The next morning Willow met up with Buffy and Xander outside the school entrance, hoping she didn't look as tired as she felt. On top of pulling an all nighter studying for Chemistry, she'd made some lesson plans for Ms. Calendar's class...just in case. She hadn't gotten to sleep until around 3, and even then she was too stressed out to actually sleep. She faked a smile as she walked up to Buffy.

"God, Will. Out late?" So much for that...

"Thanks, Buff."

"No! I mean, you look cute. I just meant that you...you look like you pulled a vamp with the out all night thing."

"I have a big Chem test today."

"WE have a big Chem test today, and I thought that you were getting' all witchy with Ms. Calendar and stuff. I mean, doesn't that kind of cover Chem?" Xander took a bite of the apple he had been eating for breakfast on the way to school.

"Well, yeah. I--I mean, kind of with spells and stuff. But it doesn't help me remember the notes we learned in class and the formulas we..." Willow stopped talking when she realized that Buffy and Xander were laughing at something across the lawn.

"Oh, sorry, Will." Buffy smiled. "What were you saying?"

"Nothing. Just Chem stuff."

"And?"

"Well, I was up studying, and then I had to make some lesson plans for Ms. Calendar's class this morning."

"Why? I mean, where is she?" Buffy was wearing her be-kind-rewind face.

"Oh, yeah. You left last night before the gross-out-of-a-lifetime award was given to Ms. C." Xander cringed while Willow rolled her eyes. Buffy just looked clueless.

"Huh?"

"Ms. Calendar just said that she might not be here this morning because she might have a late night."

"So?" Buffy never was all that quick with the uptake.

"With Giles."

"Oh. Ohhh." But when she caught on, she caught on hard. "Uh...spells. They were doing spells. Spells. Never tell me differently."

"There was some kinda magic goin' on there." Willow laughed as Buffy shuddered.

"You need to stop now." The 10-minute warning bell for class rang and Buffy grabbed her books from Xander. "Oh. K. Listen, I've gotta get to class before I run into Giles"  
"Oh, right. What was that about last night?" Will knew there was some drama here, but she wasn't 100 sure she wanted to know. It kind of wigged her out a little when Giles and Buffy fought, like her whole world was off kilter.

"Oh, it's not a big deal. I was just kind of rude. I mean, he was only trying to look after me. I just don't really know what I'm going to say to him yet and CANNOT deal with a lecture this early in the morning. So...I'm off to my Bio lecture."

"Well, sure." Xander and Willow answered in unison as they watched Buffy skip off to class.

"So, what's the plan for tonight? Bronzin' it?" Xander absently chattered on.

"Uh, yeah, sounds good."

"Okay. Cool." Willow followed Xander into the classroom, saying a silent prayer for an A... 


	4. Chapter 4

A little after 11 Willow shuffled through the library doors, looking a bit worse for the wear.

"Oh, hello, Willow. Is everything alright?" Giles asked.

"Sure. I just left Ms. Calendar's class. She wasn't there...good night, huh?" She couldn't stop smiling, and started outright laughing when he began to blush. "I...ah, Willow...as adults...I just don't think it's appropriate...what I mean is..."

"Okay, okay. You're just so cute together! But I won't ask questions."

"Comments shall be frowned upon as well, agreed?"

"Agreed. But...I'm just happy for you."

"Wil..."

"I don't mean that. I just mean that I'm glad that you have Jenny. Ms. Calendar. She's good for you. You deserve her."

"Well, I'm not entirely sure of that, but I thank you." Giles studied Willow, trying to gage her mood. "Willow...I don't mean to pry, but the last thing I would want is for you to feel you couldn't come to me with a problem."

"Sure. I mean, I know I can come to you."

Giles put down the books he was carrying and sat down across from the girl. "Is everything alright?"

After a too-long pause, "No." She looked away and sighed. "Nothing's alright, actually. My whole world is going straight to you know where and I'm just watching. Waving it goodbye. Making it a muffin basket as a going away present."

Giles smiled in spite of the girl in front of him and moved his chair to be next to her.

"Willow, it is highly unlikely that I'll be able to help you with anything other than demons and vampires, but I'll give it the old college try if you'd like me to."

She smiled at the sweet man in front of her, happy that she had decided to come to see him. The Chem test had gone less than wonderfully, and she knew that Giles would make her feel better about it all.

"Okay. Well, it's just that lately, my grades...they've been slipping. And I've tried to catch up, I have, I just...it's too much now. And I'm really far behind in Chem, and I got a B on my last test, and the one I took this morning isn't going to be any better. And it's me, Giles! A B! I didn't know that was actually possible. I mean, I know that Xander and Buffy make it look difficult to manage, but I..."

Willow was rapidly working herself into hyperventilation-mode, so Giles placed his hands over hers to try to break the million-mile-a-minute ranting. "Willow, Willow...it's going to be alright. I can help you with your studies. I can't understand why you didn't come to me with this sooner."

Willow thought about the million times in the last two weeks she had thought about doing just that. But it was Giles. He counted on her to be...better. It was an unspoken rule that when Giles wasn't around-for whatever reason-Willow was the next best thing. She was smart, and she was capable. He counted on her, and she didn't want that to change. So she opted to deal with her problems by herself, a decision she was coming to regret.

"Right. I know, I should have come to you, I just...I didn't want to disappoint you." She took a deep breath and suddenly became intensely aware of her shoes.

"What?"

"I know that I don't really have any reason to come to you. I mean, you're not my Watcher and you're not really a great librarian."

Giles raised his eyebrows.

"Sorry. You aren't really anything to me. But, I still spend most of my day trying to think of ways to make you proud of me...to be like you."

Giles was speechless...and touched. "You can always come to me, Willow. I know that Buffy is my Slayer, and that is my job, and it's an important one. But you should know that I care about you and Xander every bit as much. Even Cordelia is beginning to grate a bit less."

Willow smiled. "Yeah, she has this odd way of growing on you. And when I say growing on you I mean that after a while you only hate her a little bit."

"I understand." He placed a hand on her shoulder. "I'm not your Watcher, that's true. And I'm not just your librarian, my incredible aptitude for such aside. I am, however, your friend, and that is more than reason enough to come to me any time you have a problem. Willow, you should know that I could never be disappointed in you. You're one of the brightest, most sincere people that I've ever had the privilege of knowing, and I hold you in very high regard."

The fight he'd had with Buffy the night before suddenly had a whole new perspective placed upon it. He made a mental note to find her as soon as he was finished talking to Willow.

Willow smiled weakly. His words were just what she had needed: encouragement. Understanding. Compassion and loyalty.

"Hey, Giles..."

"Yes?"

"I feel better already. Thanks. And if you really don't mind, I could use a tutor?"

"Of course. You can come by this afternoon if you'd like...oh, no. I'm supposed to train with Buffy. Perhaps tonight? She usually patrols alone."

"Giles, if this is a problem, I mean..."

"Willow?"

"Yeah?"

"It isn't."

"Okay. Bye, Giles."

He couldn't help but smile. "Goodbye, Willow." 


	5. Chapter 5

"Dumb frogs. All slimy and disecty..." Buffy mumbled as she walked out of the science lab, swinging her backpack back and forth as she walked down the hall.

Buffy was, thankfully, distracted from her mindless babbling by a tap on the shoulder.

"Ah, Buffy, do you have a moment?"

She whirled around to face the voice she knew all too well. "Giles." She looked behind her, searching for any kind of a distraction. She came up completely short. "Apparently I way do."

"Good." He led her to the library and brought her a Coke from his office. He still wasn't sure what he was going to say to her, but talking to Willow had helped him understand that, as unsure as he was about his role in Buffy's ever-changing, and far from normal, life, he wanted more than anything to keep her safe and happy. That's what friends are for, after all.

"How was your history test?"

Buffy rolled her eyes and sighed before opening her mouth to answer him.

Perhaps not the best opener. "Sorry. I didn't want to...it's alright. I don't need to know. That's not why I wanted to talk to you."

Buffy's brow furrowed. "Oh. Cool. I mean, I guess. Is everything okay? I mean, is this an apocalypsey talk or just a friendly chat?"

Giles sighed at the amount of death that consumed her life. Of course the poor girl's mind would immediately go to danger. "Oh, no no. Nothing like that. Buffy, I wanted to talk to you about last night."

She'd been waiting for this all day, although she was kind of hoping she could put it off until training that night. She hopped off the table and began to pace.

"Yeah. Giles...I'm really sorry. I mean, I don't entirely take back what I said. The way you've been treating me lately, it's just a little intense." She was trying to be delicate. She wanted him to know that he had to chill, but she also wanted him to understand how important he was to her...to them all.

"So I've realized." He walked to the counter and tried not to pace.

"I know that we've been fighting each other a lot lately. I guess we're both just trying to figure this out." She motioned between them. "Still, last night...I don't think that you're useless. You're of the majorly important, Giles, really."

"Buffy..."

She was getting worked up now. She was on a roll and she wasn't stopping. "No, let me finish. I need you. I do. A lot. You're research, always know the answers, come up with a good solution guy. And everyone needs one of those. But you have to chill a little, Giles."

"I know." He sighed and waited for her reaction.

"You do?"

"I do. Buffy, I only stay on top of you because I care. I just want what's best for you, you have to know that."

Buffy took a moment to look at him. She knew that he was only trying to do the right thing, and she wondered if he knew how much that really meant to her. "Totally do."

"You hit a nerve before."

"I did?"

He smiled at her sincerity and any anger or frustration he felt toward her slowly melted away like always. She had that affect on him. A few bats of her eyes and he was gone.

"You did. You were right when you said that we're both trying to figure this out. It's difficult for me sometimes for me to know where to draw that line. You aren't like most Slayers, Buffy. You aren't, as you would so simply put it, all slay no play. You have a real life to balance with your...other life. You have friends, a boyfriend. And I'm so glad that you do. But for that reason, I've been forced to get to know you."

"Yeah. That must suck for you." She twirled her stake as she paced and listened, but she already knew that she wouldn't be able to stay annoyed with him for long. The warm fuzzy feeling she always got around Giles had already started creeping in.

He continued, "I've become a much greater part of your life, you've become a much greater part of mine, than is usual for a Watcher and Slayer." He couldn't tell if he was getting through to her.

"Okay." She knew what he was trying to say, and she felt the same way.

"What I'm trying to tell you is that..."

"You kinda love me." Buffy bit her lip and looked at him as he sighed.

It always amazed him how simple it was for her to take hours of his rambling and turn it into a one sentence fact. "Yes, Buffy. I kind of do. And that makes it difficult for me..."

"To draw the line at Watching the Slaying."

"Precisely."

"I get it." She walked closer to the counter where he was standing and smiled at him. Sweetly. Genuinely.

"I'm glad." He could feel the same calmness he always did when he was this close to Buffy. He felt that he could protect her when she was close, and that was a feeling that he rarely had where Buffy was concerned. 

Buffy waited for him to continue before picking up a rubber band ball from behind the counter and throwing it into the air.

"I want you to be happy, Buffy. To do well in school, to have a good relationship with your friends, with Angel. I just...I don't know how to take care of you." He walked to the table and sunk down into a chair and sighed, looking utterly defeated.

"Giles?" She let the ball fall to the floor and walked over to where he was sitting, pulling a chair up to him and sitting.

He looked up.  
"You don't have to know how to take care of me. I know how to take care of me, it's part of the whole Slay package. I don't need a boss, Giles, I need a partner. That means you help me take care of myself. And I help you take care of yourself. It's a give and take thing, you know?"

"Buffy, you haven't any idea what it's like for me to send you out every night knowing that I'm putting you in danger. You don't know what it feels like to know that I can't protect you, that I can't be with you every second." He removed his glasses and tossed them across the table.

"Sure I do." He looked at her with a puzzled expression. "You feel like every other parent out there when they send their kids anywhere. And it's the same way I feel when I know that Willow and Xander are out there without me. It's just how you feel when you can't be with someone that you care about. It's how I feel when you try to patrol alone, graceful though you are..."

He looked at the girl in front of him with such love that it almost overwhelmed both of them, but it was Giles that finally broke the silence.

"So...no more arguing?"

"Arguing is definitely off my shopping list." Buffy stood and grabbed her bag off of the counter.

"Listen, why don't we do the patrolling thing together tonight?" Buffy asked hopefully.

Giles remembered the plans he had made with Jenny to stay in, but decided that Buffy, for tonight at least, needed him more. "It's a date."

"Right." She pushed the door open, but before walking away she quickly spun around. "Oh, and Giles?"

He looked up from cleaning the glasses he was picking up from the stack of books they had landed in. "Yes, Buffy?"

"I got a 97 on my History exam." She winked at him as she passed Jenny on the way in.

"Hi, Buff. Bye, Buff. What was that all about?" Jenny took a quick sweep of the library before leaning in to kiss Giles.

"Nothing. Just...a remarkable girl."

"Yeah, we've got our fair share of those around here, England."

Giles looked at Jenny for the first time since she walked in. "Yes, Ms. Calendar. We certainly do." 


	6. Epilogue

...ONE WEEK LATER...

Buffy and Willow sat in the library watching Giles and Jenny through the crack in his office door. The past week had been relatively uneventful. Willow had been studying harder than ever and Buffy and Giles had been unusually friendly towards each other. Things were just as they should be...

"You know, Will, I've realized something." Buffy shattered the silence in the room.

"What?" Willow looked towards her friend.

"Angel and I...we're perfect. We really are. But sometimes you just need a friend."

Willow looked down at the bright red A on her latest Chem test and then back at the office where Giles stood. "Yeah, Buff. Sometimes you do." 


End file.
